On May 11, 2018, the Securities and Exchange Commission’s Division of Corporate Finance (the “Division”) released new Compliance and Disclosure Interpretations (“C&DIs”) comprising the Division’s new interpretations of the proxy rules and Schedules 14A and 14C. The new C&DIs replace interpretations previously published in the Division’s Proxy Rules and Schedule 14A Manual of Publicly Available … Continue Reading

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to provide assistance to companies choosing to use statistical sampling in determining their median employee. In the interpretive guidance, the SEC indicated that it would … Continue Reading

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s … Continue Reading

The SEC recently released an order (available here) approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party has agreed to pay a director on (or director nominee for) the issuer’s board of directors. These are often referred to … Continue Reading

General: The SEC recently released final pay ratio rules, which can be found here. As a new Item 402(u) of Regulation S-K, these rules codify the Dodd-Frank requirement for companies to disclose: The median annual total compensation of all employees, excluding the Principal Executive Officer (“PEO”), The annual total compensation of the PEO, and The … Continue Reading

The SEC recently released proposed rules to adopt the incentive-based compensation clawback provisions under Section 954 of The Dodd-Frank Wall Street Reform and Consumer Protection Act, nearly five years after the Dodd-Frank Act became law.… Continue Reading

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